Uniform Sales Law - The UN-Convention on Contracts for the International
Sale of Goods

The buyer must pay the price either as fixed in the contract or as determined
according to contractual terms. The provision on determination of the price
renewed the argument concerning the need for a definite price term, a discussion
which had already arisen in conjunction with Article 14(1) sentence 2. The
version finally adopted is based on a compromise proposed by a working group.[318][page 80]

The argument in favor of wide-ranging judicial authority to fix a price where
the price term is left open was accommodated by the assumption, recorded in
Article 55, that, in the absence of a fixed price, the parties implicitly made
reference to the "price generally charged at the time of the conclusion of the
contract for such goods sold under comparable circumstances in the trade
concerned." The concern, voiced by some states, that a definite price term was
needed, is reflected in the text of Article 55, which applies only in the case
that a valid contract is formed, which represents, in turn, a reference to
Article 14. Because a restrictive interpretation and application of the
provisions on contract formation would require a definite or determinable price,
a contradiction remains between the requirement of a determinate price at the
conclusion of the contract on the one hand and the possibility of fixing the
price after the contract is concluded on the other.[319]

Under Article 54, the buyer's obligation to pay includes all of the measures
agreed upon in the contract to enable payment to be made, such as the duties to
provide a letter of credit [319a]
and to comply with relevant (domestic) laws, in particular currency-exchange
regulations. The parties may specify the currency in which the payment is to be
made.[320]
If the price is to be determined on the basis of the weight of the goods,
Article 56 provides that, in case of doubt, the net weight should be used.

Articles 57 and 58 govern the place and time of payment. In the absence of
agreement, payment must be made at the seller's place of business (Article
57(1)(a)).[321]
Where there is an agreement for immediate payment - "cash against documents" -
payment is to be made at the place where the goods or the documents are
transferred (Article 57(1)(b)).[322]
In a sale involving carriage, if [page 81] immediate payment has not been
agreed upon, the seller's place of business remains the place of payment.[323]

Under domestic rules of procedure, jurisdiction and venue for an action for
the purchase price are often at the place of payment, with the result - much
regretted in regard to ULIS Article 59(1) - that the place of business or habitual
residence of the seller, being the place of payment, automatically fixes the
forum for an action for payment of the purchase price.[324]
Unfortunately, the CISG may produce the same result. Buyers are thus well
advised to seek a more favorable choice-of-forum clause in the contract.[325]

As a rule, the risk and costs of a delayed or lost payment are carried by the
buyer. Article 57(2) provides one exception to this rule: the seller must bear
the increased cost that is caused by a subsequent change of his place of
business. Furthermore, the grounds for exemption listed in Article 79(1) and (2)
also apply to damage claims based on lost or delayed payment.[326]

According to Article 58, the time for payment is primarily determined by the
contract, and the seller need not send any advance reminder or other formal
request for payment (Article 59). Article 58 regulates the due date and the
other requirements of the obligation to pay the price as well as the reciprocal
relationship between delivery and payment. In principle, the seller may demand
immediate payment upon delivery. Thus, as long as the contract does not obligate
the seller to perform first, the seller can make payment a condition precedent
to a transfer of the goods or documents controlling their disposition (Article
58(1) sentence 2 and 58(2)).[327][page 82]

The payment-in-exchange-for-goods principle also operates to the advantage of
the buyer. The buyer is not obligated to pay until the seller has delivered
goods or documents in conformity with the contract, either by placing them at
the buyer's disposal (Article 58(1), cf. Article 31 concerning where goods must
be placed at the buyer's disposal) or by dispatching them (Article 58(2), cf.
Article 31(a)).

The buyer is not obligated to pay the price, however, before he has had an
opportunity to inspect the goods (Article 58(3)), unless inspection has been
excluded by agreement, such as in cases where payment is to be made against
documents.[328]
For inspection to be excluded, the parties must agree on a means of performance
which does not permit inspection. The seller's right to retain the goods or
documents until payment has been made is not inconsistent with the buyer's right
to inspect.

The seller must accept partial payment or payment made before the due date
only if he is required to do so by contract. If there is no such agreement, he
may return the payment without breaching the contract.[329]
There is no express provision for the seller to withhold delivery where the
buyer has failed to fulfill obligations other than payment. Acceptance of a bill
of exchange or provision of a letter of credit can, however, be considered part
of the contractual obligation to pay under Article 54 as qualified by the
contract. It is consequently covered by the rule in Article 58.[330]
In addition, it follows from Article 71 that even the buyer's failure to perform
duties which do not fall directly under Article 54 must give the seller the
right to withhold delivery, as long as these duties are substantial. If a party
may suspend performance under Article 71 because of the danger of the
non-performance of a substantial duty, then actual non-performance must also
give the seller the right to withhold delivery. There is then no need to resort
to domestic law to decide the question. [page 83]